Omnitrix: Countdown
by Perhapsormaybe
Summary: Just under five years in the future, Ben is on the verge of mastering the omnitrix, only to find that his own alien heritage could make it impossible. Now he must find a way to master the one alien that could kill him or give the omnitrix up some Gwevin
1. Chapter 1

**Author's Note: **What can I say? I have an idea, I have to write it. Plus I wanted to get a story out that the main focus wasn't romance (though there will be Gwevin in this story. I haven't chosen who Ben will be paired with yet, we'll wait and see. Julie will probably be in here at some point, but I haven't decided if they'll be romantically linked yet)

"You're not going to be able to master it."

Ben stared at Azmuth, trying to make sense of what the Galvin was saying. Obviously, this concerned the Omnitrix, but what would stop him from mastering it? There was only one more set of ten aliens for him to collect and master the usage of.

"Not fully, anyways, which may mean that you should just give it back now..." Azmuth crossed his arms, staring up at Ben from the kitchen table.

"Why wouldn't I be able to master it?" Ben demanded. "I've gotten almost the full million aliens. ...Is this because I couldn't control Alien X back when I was fifteen?"

"No," Azmuth admitted, "That one was a bad idea. Probably shouldn't have put him in there in the first place...not something a human should be trying to use. Takes too much intelligence to get Bellicus and Serena to get what you want them to do. No, you have to turn into each alien once, at least. It's a fail safe on the device. If you don't master every alien, and before this year is out, then the Omnitrix will choose a new master."

"Why this year?"

"I guess I'm fond of the number ten. How long will it be before you've had the Omnitrix for ten years?"

"A few more months...."

"Exactly. I gave you ten years to figure out everything, unlock everything. But after that, the Omnitrix will decide you aren't worthy. It'll find someone else, and there's always the chance that person won't be as capable as you've shown yourself to be. Smarter, maybe, but not as good hearted."

Ben chose to ignore the comment towards his intelligence, instead studying the Omnitrix carefully. "But why? Why do you think I won't be able to master the last ten?"

"Because," Azmuth sighed, "One of those aliens that will be in that set...would be able to overtake you."

"What do you mean?"

"Your grandmother...she was an Anodite, correct?" Azmuth did not wait for confirmation. He was already aware that he was right. "Anodites are powerful beings...it's possible that some of your abilities for the Omnitrix came from that power, but you have to actually set an Anodite as an option for the Omnitrix."

"So? I've seen Gwen use those powers enough to understand how it works....Grandma, too..."

Azmuth shook his head. "That's not what I mean. What I mean is, because of the power of Anodites and you already having that blood, if you were to choose that alien form, the power could overtake you. You wouldn't be able to change back. Your body might be permanently destroyed..."

There was silence for a moment. Then Ben tried for something "Grandma tried to destroy Gwen's body once...she said she'd learn to make a new body."

"In 70 years, and your grandmother was already taking into account that Gwen knew how to use her powers to some degree. For you it would be even longer. You wouldn't go directly to an energy being state. You might even explode into particles.."

"...explode?" Ben asked, gulping.

Azmuth nodded. "There aren't many male Anodites. It's a power that tends to be more feminine. A lot of the males get too cocky and make themselves explode. Or else they just can't master the power...and explode."

"...Great. So..I could explode. That's..." Ben ran a hand through his hair, ruffling it up a bit. "That's just great..."

"Well, it's not quite as bad as it sounds. It looks more like you're dissolving into dust. But from what I hear, it is a most painful process."

"Is there any way I can master the Omnitrix without having an Anodite alien in it?"

Azmuth, once more, shook his head. "No, Ben. Either find a way to master it so that it doesn't drive you crazy or ...worse. Or else lose the Omnitrix forever."

"...Those are the only options?"

"Yes."

"...Then I guess I'm going to have to try. No matter what ..." Ben gulped, "Could happen..." With that, he left the room.

Azmuth paced back and forth on the coffee table. "That kid's both enfuriating and impressive," He decided out loud. Then, more softly, he added "I hope he finds a way."


	2. Confession

**Author's Note: **Well, at least some people seem to be enjoying this.

"So...I was just wondering," Kevin rubbed the back of his neck, staring at the floor, "If maybe you wanted to try again? I know it didn't work out last time, but that was a few years ago and...and I guess I kind of feel the same way again, but I don't know if you do. What do you think?"

"Kevin, the car's not going to answer you."

Kevin jumped and turned to face Ben, his face turning bright red as he glared at his best friend.

"What do you want, Tennyson?" Kevin demanded.

"For one, to know why you're asking your car out instead of Gwen..."

Kevin rolled his eyes, but said nothing. Ben pressed on. "I mean, since you were talking about it not working out _again_ it has to be a girl you've been involved with, and you and Gwen did date for a year back in high school...."

"Change of topic," Kevin snapped, "What are you doing in the garage?"

"I live in the garrison, too," Ben pointed out. "The garage is part mine...technically completely mine since the Plumbers built it as headquarters for me."

"Dodging the question."

"Yeah, and you were avoiding talking about Gwen a second ago...but I was looking for her, actually. Know where she is?"

"I just know she ain't here," Kevin shrugged. "She doesn't come into the garage unless she needs something. Did you check her room?"

"Yeah...and I just came from the kitchen. Maybe she went to help the others..." Ben said more to himself than to Kevin.

"What did you need, anyways?"

"Just some advice," Ben studied the car Kevin had been working on. A green thunderbird, Kevin's newest pride and joy. It was already polished so brightly Ben could see his reflection in the paint job. "Maybe you could help..."

"I don't do advice."

Ben chuckled. "Yeah, but maybe it'd be better to tell you...it would just worry Gwen and Grandpa...and the others.."

"But you figure I don't care?" Kevin raised one eyebrow, then smiled. "Well, you're probably right. What's up?"

"I may have to give up the omnitrix."

"Seriously? Why?"

"Because," Ben stared at the omnitrix, as though the answer was printed there, if only he could look hard enough. "I could explode."

Kevin pulled a face. "Explode? I'm not big on the idea of cleaning that kind of mess up. Why would it make you explode?"

"Something about my Anodite blood making it too hard for me to control an Anodite form....apparently the males of the species have a tendency to ....explode."

"Wow. Harsh."

"Yeah..." Ben nodded. "But there's no controlling who gets the omnitrix if I _can't_ find a way to solve the problem. It just sort of jumped on me the first time, and it's really hard to get off again so..." Ben sighed.

"Oh no."

"No what?"

"You're not going to pull the whole sacrificial hero crap," Kevin crossed his arms. "We'll figure out some way to stop it...maybe your grandpa can figure it out."

"Aww...does Kevin actually care about me?" Ben mocked, smiling.

"No, but Gwen'd probably cry if you kicked it," Kevin said simply.

"And then you wouldn't have a chance with her again," Ben smiled. He was fully aware that though Kevin tried to hide it, he was worried about Ben, in his own way. But he felt good about having another person on his side, so he decided not to press the issue. "Kevin?"

"Yeah, what?" The older man answered, clearly agitated.

"If you tried that speech on Gwen instead of your car, you might be able to get her back."

"Stuff it, Tennyson."

* * *

Over the course of the next week, despite Kevin and Ben's best efforts, both Gwen and Max had picked up on their nervousness, easily able to discern that something was wrong. Ben had taken to ducking into nearby rooms whenever he saw either of his relatives (which had gotten him in trouble more than once; one time Helen had been in the middle of changing. Manny still hadn't forgiven him, even though Ben hadn't seen anything).

Kevin's response was much simpler. Rely on his old talents as a con man to simply lie. He had assumed he was doing a good job.

He was wrong.

Gwen cornered him the Saturday after Ben had told him about the possible explosion. "Kevin Ethan Levin," Gwen's voice was even, and her eyes were narrowed. Her pink tinted mana filled the space around her in the doorway; there was no way for him to get out of his room. He was trapped. "You are going to tell me what's wrong with Ben."

"I ain't a psychiatrist," He said, shrugging. Most would be intimidated by Gwen, and maybe to some degree Kevin was, but he certainly was not afraid of her. "Probably just something that runs in your family."

"Oh ha ha," Gwen said without humor, "You know that's not what I mean. He won't talk to me. He won't even talk to Grandpa. But I've seen him talking to you, Helen, Manny--"

"Not Manny," Kevin interrupted, "Remember, he still wants to pound him for looking at Helen."

"Not the point!" Gwen continued. "The point is, he's upset about something and he won't tell his family what it is."

"Whaddya want me to do about it?"

"I want you to tell me what's going on. I know he told you."

"Why would he tell me?"

"Because you're his best friend."

Kevin's eyebrows arched. "Since when? I still can't stand the guy. I just don't want him dead anymore."

"Whatever," Gwen held back an eye roll, "Either way, he told you what was going on. I know he did. Now spill it."

"He didn't," Kevin insisted.

"Do you remember why we broke up?"

Kevin started to speak, but quickly closed his mouth, confused by the sudden change of topic.

Gwen pressed on. "You couldn't take things seriously and you wouldn't talk about what was bugging you."

"So are we still talking about Ben here or --?"

"You also lied to me. You would say nothing was wrong when things were bothering you. If I could tell you were lying then, why don't you realize that I know that you're lying now?"

"Maybe I hoped I'd gotten better at it..."

"Kevin!"

"It's a joke! Sheesh," Kevin scratched his chin, contemplating. "All right. Your cousin's gonna bite the big one unless he masters your powers or gives up the omnitrix."

"...Seriously?"

"I thought you could tell when I was lying?" Kevin asked, sounding irritated. "But yeah, that's what's going on. Something about him having Anodite blood in him will make the Anodite option too powerful for him to control...at least, that's what's likely to happen. And then he'll explode."

"Anyway to fix it?"

"If we had that figured out, don't you think we'd be doing it?" Kevin asked, crossing his arms. Gwen nodded.

"Yeah...I guess you're right. Maybe....do you think Verdona could help?"

"Oh, no, Gwen! She's _nuts_!"

"And she's the only option we have. I'm calling her. You go get Ben and Grandpa."

"What about the others?"

"We'll only involve them if we have to. For now, we'll keep them in the dark."

"All right....I hope it's the right call to involve her...."

Gwen sighed. "What other choice do we have?"


	3. Legend

"You have to take it off, Ben," Max Tennyson insisted once he'd heard the full story. Ben shook his head.

"No way, Grandpa."

"It's not worth risking your life!" Max insisted. "Think about it, Ben....someone else can take the omnitrix. You don't have to always be a hero. You could just take it easy for a while, go back to a normal life."

Ben smiled. "I tried that once, remember? And yeah, it was great, but the whole time I knew that I could do something to help, make a difference....all because I had the omnitrix where I could put it back on again at any time. If someone else gets it, they have to start over, and what if the world can't wait for them? The omnitrix is my responsibility. I'm going to do what I need to to keep the world safe."

Max sighed, and ruffled his grandson's hair. "How did you wind up so stubborn? You're always so willing to be a hero..."

"Weren't you supposed to have retired from the Plumbers several years ago?" Ben challenged. Max laughed.

"All right, you've got me there, Ben," Max looked pensive a moment, then continued. "But you've grown up to be a fine adult, and I trust your decisions. How do you want to do this?"

"Gwen already called Grandma....we're hoping she may be able to train me...Albedo unlocked the rest of my alien forms, including the Anodite form."

"I just hope she can help......"

* * *

"Sorry, can't do anything for you, kiddo," Verdona said.

"What? But...Grandma...he's going to explode if he doesn't learn how to use it!" Gwen tried.

"Yes, that happens quite often with Anodite males..."

"And you're okay with this?" Kevin asked, raising an eyebrow. "You're just going to let your grandson blow up?"

"I said _I_ can't help him. I didn't say he was beyond help."

"...What do you mean?" Ben asked, wary of what his grandmother might answer.

"Simple. Go to Anodyne."

"If this is another trick to get Gwen to go," Kevin said, threateningly.

"Cool your jets, sonny...this isn't about that. And I thought Gwen dumped you..."

Kevin glared at the energy being, but said nothing else.

"Relationship issues aside," Ben said, "What do you mean? You wanted Gwen to go there with you to learn how to use her powers...is that what you're saying I should do?"

Verdona laughed. "Oh of course not. You don't have the spark...no way you could learn the way a typical Anodyne does....and since it takes us over seventy years to master our powers, and from what I understand, you only have a few months. Correct?"

"Yes, but I don't understand....what on Anodyne will allow me to use it?"

"Well, it may not exist," Verdona admitted.

"What do you mean?" Max asked.

"It's an old fairy tale on Anodyne...A long time ago, the males were fine. They mastered their powers just as easily as the women of our planet. One day that changed. No one knows why. But the males of Anodyne were all dying. The legend says that Lura, a powerful Anodite, created a source of energy. It's hidden somewhere on Anodyne. Supposedly, any male to pass over it will be able to master his powers."

"Do you think it's true?" Ben asked.

"Sounds like a load to me," Verdona admitted, "But what other choice have you got?"

"I guess we're going to Anodyne," Gwen said, resigned to the idea.

"Ooh, wonderful. You'll like it there, Gwendolyn," Verdona insisted, "Make sure you use your powers in front of the other Anodites so that they recognize you as an energy being. Not too fond of other life forms there..."

"Wait...you're not going?" Kevin asked.

"Well, someone has to cover for you three while you go!" Verdona said, smirking.

"You. You're...You're gonna be a Plumber?" Ben asked.

"Not a fully deputized d one," Verdona explained, "But I can help out."

"Sorry, Ben," Max said, "But with you and the omnitrix gone, we need Verdona's help. You, Kevin and Gwen will have to figure it out on your own."

"But how do we even find the energy source? We don't even know what to look for!" Ben insisted.

"It will react to yours and Gwen's Anodite blood. You'll find it," Verdona explained. "Just make sure you turn into an Anodite when you're over it. If you're human then, it will permanently destroy your body. The brightside is it will realize your powers enough to help you form an energy being's body."

"Some brightside," Ben smacked a hand to his forehead, "Now the options are being blown up for good, turning into an Anodite form with my normal body destroyed for good or giving up the omnitrix..."

"Wow," Kevin noted, "Rough week..."

"Let's just go get Ship," Ben said simply, "The sooner we get to Anodine, the sooner we'll figure everything out..."

**Author's note**: this story needed love because it was being neglected.


End file.
